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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 12B-25
NOTIFICATION OF LATE FILING
Commission File Number 0-25183
(Check one)
/X/ Form 10-K and Form 10-KSB / / Form 11-K
/ / Form 20-F / / Form 10-Q and form 10-QSB / / Form N-SAR
For period ended: December 31, 1998
/ / Transition Report on Form 10-K and Form 10-KSB
/ / Transition Report on Form 20-F
/ / Transition Report on Form 11-K
/ / Transition Report on Form 10-Q and form 10-QSB
/ / Transition Report on Form N-SAR
For the transition period ended
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READ ATTACHED INSTRUCTION SHEET BEFORE PREPARING FORM. PLEASE PRINT OR TYPE.
Nothing in this form shall be construed to imply that the Commission has
verified any information contained herein.
If the notification relates to a portion of the filing checked above,
identify the item(s) to which the notification relates
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PART I
REGISTRANT INFORMATION
Full name of registrant: Venturi Technologies, Inc.
Former name if applicable:
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Address of principal executive office (STREET AND NUMBER):
1327 North State Street
Orem, Utah 84047
PART II
RULE 12B-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or
expense and the registrant seeks relief pursuant to Rule 132b-25(b), the
following should be completed. (Check box if appropriate).
(a) The reasons described in reasonable detail in Part III of this
form could not be eliminated
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without unreasonable effort or expense.
/X/ (b) The subject annual report, semi-annual report, transition report
on Form 10-K, Form 20-F, 11-K or Form N-SAR, or portion thereof,
will be filed on or before the fifteenth calendar day following
the prescribed due date; or the subject quarterly report of
transition report on Form 10-Q, or portion thereof will be filed
on or before the fifth calendar day following the prescribed due
date; and
(c) The accountant's statement or other exhibit required by Rule
12(b)-25(c) has been attached if applicable.
PART III
NARRATIVE
State below in reasonable detail the reasons why Forms 10-K, 11-K, 10-Q,
N-SAR or the transition report or portion thereof, could not be filed within the
prescribed time period. (Attach extra sheets if needed.)
(See Attached)
PART IV
OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Randy K. Johnson (801) 575-5000
-----(name)-------------------(area code)-----(telephone number)--------
(2) Have all other periodic reports required under Section 13 or 15(d) of the
Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of
1940 during the preceding 12 months (or for such shorter) period that the
registrant was required to file such report(s) been filed? If answer is no,
identify report(s).
/X/Yes / / No
(3) Is it anticipated that any significant change in results of operations from
the corresponding period for the last fiscal year will be reflected by the
earnings statements to be included in the subject report or portion thereof?
If so, attach an explanation of the anticipated change, both narratively and
quantitatively, and, if appropriate, state the reasons why a reasonable estimate
of the results cannot be made.
/ /Yes /X/ No
Venturi Technologies, Inc.
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(Name of Registrant as Specified in Charter)
Has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.
Date: March 30, 1999 By: /s/ Gaylord M. Karren
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Gaylord M. Karren
Chairman and CEO
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PART III
of
FORM 12b-25
Notification of Late Filing
The Registrant, Venturi Technologies, Inc., a Nevada corporation, became
a reporting company under Section 13 or 15(d) of the Securities Exchange Act
of 1933 in December 1998. The subject Form 10-KSB is the Registrant's first
required filing. The audit for the year ended December 31, 1998 could not be
completed before March 31, 1999 because of certain one-time accounting issues
relating to the Registrant's practice of treating its acquisitions as
pooling-of-interest business combinations, and because some of the entities
Registrant acquired in 1998 have never had their financial statements audited
(see accompanying letter from the Registrant's auditor, Child & Company of
Salt Lake City, Utah). These accounting issues are now being resolved, and
the audit will be completed in time for Registrant to file its first Form
10-KSB on or before April 15, 1999.
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CHILD & COMPANY
[LETTERHEAD]
March 27, 1999
Mr. Randy Johnson, Esq.
McKay, Price and Williams
170 South Main Street, Suite 900
Salt Lake City, Utah 84101
Randy:
As we discussed over the phone, the following is a statement outlining the
reasons that Venturi Technologies, Inc. should file an extension for the
filing of the Form 10-K for the year ended December 31, 1998.
In order to complete the audit of the financial statements, we still need
certain documents and have substantial audit steps to perform before we can
issue an opinion. We need the extension of time to complete these steps and
obtain the required documents, especially those relating to entities acquired
during 1998 by Venturi which are being audited for the first time. It would
require unreasonable effort and expense both on the part of Venturi personnel
and on our part to attempt to complete the audit by March 31, 1999.
We thank you for your consideration.
Sincerely,
/s/ Douglas W. Child
Douglas W. Child
